Yuval Cabilly - Oct 18, 2023 Form 3 Insider Report for Ayala Pharmaceuticals, Inc. (ADXS)

Role
Director
Signature
/s/ Roy Golan, as attorney-in-fact for the Reporting Person
Stock symbol
ADXS
Transactions as of
Oct 18, 2023
Transactions value $
$0
Form type
3
Date filed
11/8/2023, 04:01 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ADXS Common Stock, par value $0.001 per share 621K Oct 18, 2023 See footnote F1, F4
holding ADXS Common Stock, par value $0.001 per share 677K Oct 18, 2023 See footnote F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported shares are held of record by Israel Biotech Fund I, L.P. ("IBF 1"). These shares were received by IBF 1 as a result of the merger, on or about January 19, 2023, of Old Ayala, Inc. (f/k/a Ayala Pharmaceuticals, Inc.) ("Old Ayala") with a wholly-owned subsidiary of the Issuer (f/k/a Advaxis, Inc.), pursuant to an Agreement and Plan of Merger (the "Advaxis Merger Agreement"), dated October 18, 2022, by and among the Issuer, Old Ayala and Doe Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer.
F2 The reported shares are held of record by IBF 1 and Israel Biotech Fund II, L.P. ("IBF 2"). These shares were received by IBF 1 and IBF 2 as a result of the merger, on October 18, 2023, of a wholly-owned subsidiary of the Issuer, Advaxis Israel Ltd. ("Merger Sub"), and Biosight, Ltd., a company organized under the laws of the State of Israel ("Biosight"), pursuant to an Agreement and Plan of Merger (the " Merger Agreement"), dated July 26, 2023, by and among the Issuer, Merger Sub and Biosight.
F3 Pursuant to the terms of the Merger Agreement, the shareholders of Biosight received 1.82285 shares of the common stock of the Issuer for each share of Biosight held by them immediately prior to the Closing Date.
F4 Israel Biotech Fund GP Partners, L.P. ("IBF I GP"), a Cayman Islands Exempted Limited Partnership, is the general partner of IBF 1 and IBF 2. I.B.F Management Ltd. ("IBF Management"), an Israeli private company, is the management company of IBF I GP. By virtue of such relationships, IBF 1 GP and IBF Management may be deemed to have shared voting and investment power with respect to the shares held of record by IBF 1. Each of IBF 1 GP and IBF Management disclaims beneficial ownership of the shares held by IBF 1 and IBF 2, except to the extent of their pecuniary interest therein, if any. The reporting person disclaims beneficial ownership of the shares held by IBF 1 and IBF 2, except to the extent of his pecuniary interest therein, if any.